On
November 7, 2005, The Timberland Company (referred to as
“Timberland”,
“Company”,
“we”,
“our”, or
“us”) entered into a definitive stock purchase agreement (the
“Stock Purchase Agreement”)
with the shareholders and option holders of Smartwool Corporation (
“Smartwool”), a privately held
company, to acquire 100% of the outstanding capital stock of Smartwool. The purchase price the
Company will pay to the shareholders and option holders is approximately $82,000,000 cash. The
Stock Purchase Agreement contains customary representations, warranties and covenants. The
completion of the transaction is subject to the satisfaction of customary closing conditions,
including the expiration or termination of the applicable waiting periods under the
Hart-Scott-Rodino Anti-Trust Improvements Act of 1976. Smartwool will continue to be headquartered
in Steamboat Springs, Colorado and will be operated as a wholly-owned subsidiary of
the Company.
(d) Exhibits.